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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
September 16, 2008
Date of Report (Date of earliest event reported)
Smith & Wesson Holding Corporation
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-31552 | 87-0543688 | ||
| (State or Other | (Commission File Number) | (IRS Employer | ||
| Jurisdiction of Incorporation) | Identification No.) |
2100 Roosevelt Avenue
Springfield, Massachusetts
01104
Springfield, Massachusetts
01104
(Address of Principal Executive Offices) (Zip Code)
(800) 331-0852
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
| Item 7.01 Regulation FD Disclosure | ||||||||
| Item 9.01. Financial Statements and Exhibits | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| EX-99.1 | ||||||||
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Item 7.01 Regulation FD Disclosure.
The registrant is furnishing this Current Report on Form 8-K in connection with the disclosure
of information, in the form of the textual information from a powerpoint presentation to be given
at meetings with institutional investors. This information may be amended or updated at any time
and from time to time through another Form 8-K, a later company filing, or other means. The
powerpoint presentation attached as Exhibit 99.1 to this Current Report on Form 8-K updates and
replaces in its entirety the powerpoint presentation filed as Exhibit 99.1 to the Current Report on
Form 8-K dated May 20, 2008, which was filed with the Securities and Exchange Commission on May 20,
2008.
The information in this Current Report on Form 8-K (including the exhibit) is furnished
pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This
Current Report on Form 8-K will not be deemed an admission as to the materiality of any information
in the Report that is required to be disclosed solely by Regulation FD.
The registrant does not have, and expressly disclaims, any obligation to release publicly any
updates or any changes in the registrant’s expectations or any change in events, conditions, or
circumstances on which any forward-looking statement is based.
The text included with this Report is available on the registrant’s website located at
www.smith-wesson.com, although the registrant reserves the right to discontinue that availability
at any time.
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired. Not applicable. |
||
| (b) | Pro Forma Financial Information. Not applicable. |
||
| (c) | Shell Company Transactions. Not applicable. |
||
| (d) | Exhibits. |
| Exhibit | ||
| Number | Exhibits | |
99.1
|
Smith & Wesson presentation dated September 2008. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SMITH & WESSON HOLDING CORPORATION |
||||
| Date: September 16, 2008 | By: | /s/ William F. Spengler | ||
| William F. Spengler | ||||
| Executive Vice President and Chief Financial Officer | ||||
2
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Exhibit 99.1
| Merriman, Curhan & Ford Investor Summit September 16, 2008 |
| Such forward-looking strategy, and the Company’s ability to achieve its revenue, gross The Company cautions that Such factors include the demand for |
| Forward Looking Statement Certain statements contained in this presentation may be deemed to be forward-looking statements under federal securities laws, and the Company intends that such forward-looking statements be subject to the safe-harbor created thereby. statements include statements regarding the Company’s strategies, the demand for the Company’s products, the opportunity for growth of the Company, the Company’s success in affecting its acquisition margin, expense and income goals. these statements are qualified by important factors that could cause actual results to differ materially from those reflected by such forward-looking statements. the Company’s products, the Company’s growth opportunities, the ability of the Company to obtain operational enhancements, and other risks detailed from time to time in the Company’s reports filed with the SEC. |
| 3 |
| The company The strategy The future growth |
| A G E N D A The Smith & Wesson Story |
| 4 |
| Revenue growth since 2005 33% CAGR |
| A World Leader Revenue ~$300M |
| ranking 1 Smith & Wesson: U.S. handgun manufacturer # |
| 5 |
| 156 3 1,500 87% 92% |
| G L A N C E Number of years in business Facilities in U.S. Employees Brand awareness % of sales in U.S. |
| A |
| A T Strength in Numbers |
| 6 |
| Comment Maintaining leadership Rapidly growing share Rapidly growing share Entered CY2007 |
| Ranking 1 2 2 –Market Size* $163M $694M $240M $1.0B $2.1B |
| Total |
| Market Leader & Taking Share Product Revolvers Pistols Tactical rifles Hunting long guns Source: BATFE Data and Management Estimates U.S. Only, Excludes Military * |
| 7 |
| International Federal Government Law Enforcement |
| Four Key Sales Channels Sporting Goods |
| 8 |
| The company The strategy The future growth |
| A G E N D A The Smith & Wesson Story |
| 9 |
| 2 0 0 5 Strengthen position in core handgun market Develop innovative new products Enter new markets Improve manufacturing productivity Pursue strategic relationships and acquisitions Enhance brand strength through innovative marketing |
| S I N C E Executing Focused Growth Strategy 1 2 3 4 5 6 |
| 10 |
| 2008 |
| Acquire Thompson / Center Arms 2007 ICON Rifle Sales Commence Calendar Year Highlights Introduced M&P Pistol 2006 Introduce M&P Tactical Rifle Realign Sales Force 2005 |
| Strategy in Action – Sales ($M) 300 200 100 |
| 11 |
| M&P Pistol New product developed Introduced M&P series Jan. 2006 Twelve law enforcement agencies had design input Unique, meaningful features Large market, 17,000 agencies, 800,000 personnel Our share ~15% and rapidly growing, historically was >90% Law enforcement win rate >80%, long growth runway Penetrating multiple markets Pistol sales up 40% in 2 years |
| Record of Developing Superior Products Case Study – • • • The law enforcement opportunity • • Results • • • |
| 12 |
| Sales |
| $71M FY 2008 |
| of Long Guns |
| Impressive Results – $2M FY 2006 Long Guns, a $1.3B Domestic Market Launched M&P15 Acquired Thompson / Entered bolt-action Market 50% larger than handguns Fragmented market, same distribution February 2006: Tactical Rifle January 2007: Center Arms August 2007: rifle market |
| Success Entering New Markets Example: The opportunity • • Rapid entry and execution • • • |
| 13 |
| delivery improved from 70% to over 90% Investing in the future machine uptime improved to 87% guns / day output +50% vs. ’06 productivity ratio + 5% vs. prior year |
| Implementing lean manufacturing Substantial achievements – – – – |
| Improved Our Manufacturing Productivity • • |
| 14 |
| (1) |
| 2008 $73M 45% $90M 13% $71M 6% |
| (1) |
| 2005 $54M 39% $45M 10% 0 0% |
| Sales Market Share Sales Market Share Sales Market Share |
| R E S U L T S: Impressive Gains in Market Share... Revolvers Pistols Long guns Note 1: Fiscal years ended April 30 |
| 15 |
| 2008 $2.1B S&W ~11% Sales $234M Plus entered long gun |
| Handguns market of $1.3B |
| • • |
| 2005 $0.6B S&W ~17% Sales $100M Handguns |
| Addressable Market • Note: US excludes military |
| R E S U L T S: Expanded Addressable Market Three Fold |
| 16 |
| Handguns 60% |
| 2008 (Sales = $294M) |
| Firearms parts & Services 8% Non-firearms 7% Long guns 25% Handguns 87% |
| 2005 (Sales = $124M) |
| R E S U L T S: Built a Broader, Diversified Platform Firearms parts & Services 5% Non-firearms 8% |
| 17 |
| up 50% > vs. 2005 $0.22 2008 $0.31 2007 $0.22 2006 $0.14 2005 $0.02 2004 |
| R E S U L T S: ...and Solid Growth in Earnings EPS |
| 18 |
| hunting overstocked |
| 3 Short term market adjustment Smith & Wesson positioned for strong rebound |
| Economic downturn Consumer channels stocked for “typical” unseasonably warm • • season – |
| Factors Impacting 2008 Earnings • • |
| 19 |
| The company The strategy The future growth |
| A G E N D A The Smith & Wesson Story |
| 20 |
| 4 Acquisitions |
| 3 Penetrate long guns |
| 2 Government /international |
| 1 Share gains handguns |
| Smith & Wesson Growth Drivers Revenues ($M) $294M Today |
| 21 |
| ~$260M 3-5 years (Goal) |
| 1 Sales Growth $163M 2008(A) |
| The M&P pistol is winning at a rate of over 80% whenever it competes FY2005 (A): 16% FY2008 (A): 19% 3-5 years (Goal): ~30% |
| Recapture leadership of law enforcement worldwide – Grow retail market share: – – – |
| Continue to Gain Handgun Market Share • • Note: US excludes military |
| 22 |
| 2 |
| $500M over 10 years replacement for M9 total value est. $300M – RFP expected CY 2009 M4 exclusivity expires 2009: >$100M annually |
| Pistols: • • • Rifles: • police and military requirements FY 2008 company growth of 25% |
| Federal government / U.S. Military – – Iraq / Afghanistan – International expansion fueled by M&P – |
| Capitalize on Government / International Opportunities • • • |
| 23 |
| ~$160M 3-5 years (Goal) |
| 3 Sales Growth $71M 2008(A) |
| 2005 (A): 0% 2008 (A): 6% 3-5 years (Goal): ~10-15% |
| Enhance product offerings Enter at new price points (Bolt-action) Additional calibers in development Grow retail market share: – – – |
| Grow in Long Gun Category • • • • Note: US excludes military |
| 24 |
| 4 |
| Smith & Wesson brand adds value Law enforcement products that “surround the officer” Defense related products that “surround the war fighter” Cost or revenue synergies Ideally accretive in year 1 (cash basis) (Goal) Add minimum $100M within 3-5 years (Goal) |
| Selective Acquisitions Criteria • • • • • Objective • |
| 25 |
| 3-5 Years Goal 100% 35% 20% 15% |
| 2008 Actual 100% 31% 23% 8% Advancing Towards Our Goal (Fiscal years) As % of Sales Net sales Gross margin Operating expenses Operating income |
| 26 |
| revenue 33% CAGR since 2005 successful M&P series launch, recapturing law enforcement market rapidly gaining share, sales approaching $100M |
| A re-energized company, executing successful growth plan – Gaining significant share in core handgun market – Entered large $1.3B long gun market – Multiple earnings drivers next 3-5 years |
| Why Invest in Smith & Wesson • • • • |
| Merriman, Curhan & Ford Investor Summit September 16, 2008 |